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Morningstar (MORN) Insider Sales: Joseph Mansueto Disposes 21,750 Shares

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Morningstar, Inc. (MORN) Executive Chairman Joseph D. Mansueto reported multiple sales of Common Stock under a Rule 10b5-1 trading plan adopted November 15, 2024. The Form 4 shows eight sale transactions executed August 15, 18 and 19, 2025, totaling 21,750 shares disposed of at reported weighted-average prices ranging approximately from $258.03 to $261.035. Following those transactions the filing shows the reporting person directly beneficially owns 9,340,231 shares and indirectly beneficially owns 5,336,106 shares held by grantor retained annuity trusts plus 150,000 shares held in trusts for the benefit of his children. The filing notes the sales were effected pursuant to the 10b5-1 plan and provides ranges of execution prices for each grouped trade.

Positive

  • Sales conducted under a Rule 10b5-1 trading plan, indicating pre-established execution and compliance with trading rules
  • Detailed disclosure of post-transaction beneficial ownership including direct and indirect holdings and trustee roles
  • Commitment to provide full execution details upon request, enhancing transparency about trade prices and quantities

Negative

  • Executive Chairman sold 21,750 shares in August 2025, which is an insider disposition disclosed to the market
  • Multiple sales over consecutive days may prompt investor questions about timing, though filed as 10b5-1 transactions

Insights

TL;DR Executive Chairman sold 21,750 shares under a pre-established 10b5-1 plan; remaining direct and indirect holdings remain substantial.

The Form 4 reveals structured disposition activity: eight sell transactions on August 15, 18 and 19, 2025, executed under a Rule 10b5-1 plan adopted November 15, 2024. The filings disclose weighted-average sale prices for grouped trades and state the precise post-transaction beneficial ownership totals: 9,340,231 shares directly and 5,486,106 shares indirectly via trusts. From an investor-analysis perspective, the record shows compliance with an established plan and transparency on execution price ranges, but it does not include any company performance data or reasons for the trust holdings and dispositions.

TL;DR Transactions were executed under a documented 10b5-1 plan and the filer disclosed trust ownership and trustee roles.

The report documents that the sales were made pursuant to a 10b5-1 trading plan, which provides an affirmative defense under Rule 10b5-1 when conditions are met. The filing also discloses the nature of indirect holdings: grantor retained annuity trusts for the reporting person and trusts for his children, and identifies trustees. The Form 4 includes undertaking language offering to supply detailed execution data upon request, supporting transparency. The filing does not allege any change in officer or director status.

Insider Mansueto Joseph D
Role Executive Chairman
Sold 21,750 shs ($5.63M)
Type Security Shares Price Value
Sale Common Stock 2,757 $258.9593 $714K
Sale Common Stock 3,577 $259.8268 $929K
Sale Common Stock 916 $260.5706 $239K
Sale Common Stock 6,846 $258.0309 $1.77M
Sale Common Stock 404 $258.825 $105K
Sale Common Stock 6,040 $258.5138 $1.56M
Sale Common Stock 1,208 $259.3171 $313K
Sale Common Stock 2 $260.68 $521.36
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 9,344,724 shares (Direct); Common Stock — 5,336,106 shares (Indirect, By Trust)
Footnotes (1)
  1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 15, 2024. The transaction was executed in multiple trades at prices ranging from $258.0800 to $259.0745. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, Morningstar or a shareholder of Morningstar full information regarding the number of shares and prices at which the transaction was effected. The transaction was executed in multiple trades at prices ranging from $259.0808 to $259.5500. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, Morningstar or a shareholder of Morningstar full information regarding the number of shares and prices at which the transaction was effected. The transaction was executed in multiple trades at prices ranging from $257.6300 to $258.6100. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, Morningstar or a shareholder of Morningstar full information regarding the number of shares and prices at which the transaction was effected. The transaction was executed in multiple trades at prices ranging from $258.6500 to $258.9700. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, Morningstar or a shareholder of Morningstar full information regarding the number of shares and prices at which the transaction was effected. The transaction was executed in multiple trades at prices ranging from $258.3250 to $259.2900. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, Morningstar or a shareholder of Morningstar full information regarding the number of shares and prices at which the transaction was effected. The transaction was executed in multiple trades at prices ranging from $259.3400 to $260.3200. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, Morningstar or a shareholder of Morningstar full information regarding the number of shares and prices at which the transaction was effected. The transaction was executed in multiple trades at prices ranging from $260.3450 to $261.0350. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, Morningstar or a shareholder of Morningstar full information regarding the number of shares and prices at which the transaction was effected. The shares are held in grantor retained annuity trusts for the benefit of the reporting person and his children. The reporting person serves as trustee of the grantor retained annuity trusts. The shares are held in trusts for the benefit of the reporting person's children. The reporting person's spouse is trustee of the trusts.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Mansueto Joseph D
(Last) (First) (Middle)
22 W. WASHINGTON
(Street)
CHICAGO IL 60602
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Morningstar, Inc. [ MORN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Executive Chairman
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/15/2025 S(1) 6,040 D $258.5138(2) 9,355,941 D
Common Stock 08/15/2025 S(1) 1,208 D $259.3171(3) 9,354,733 D
Common Stock 08/15/2025 S(1) 2 D $260.68 9,354,731 D
Common Stock 08/18/2025 S(1) 6,846 D $258.0309(4) 9,347,885 D
Common Stock 08/18/2025 S(1) 404 D $258.825(5) 9,347,481 D
Common Stock 08/19/2025 S(1) 2,757 D $258.9593(6) 9,344,724 D
Common Stock 08/19/2025 S(1) 3,577 D $259.8268(7) 9,341,147 D
Common Stock 08/19/2025 S(1) 916 D $260.5706(8) 9,340,231 D
Common Stock 5,336,106 I By Trust(9)
Common Stock 150,000 I By Trust(10)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 15, 2024.
2. The transaction was executed in multiple trades at prices ranging from $258.0800 to $259.0745. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, Morningstar or a shareholder of Morningstar full information regarding the number of shares and prices at which the transaction was effected.
3. The transaction was executed in multiple trades at prices ranging from $259.0808 to $259.5500. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, Morningstar or a shareholder of Morningstar full information regarding the number of shares and prices at which the transaction was effected.
4. The transaction was executed in multiple trades at prices ranging from $257.6300 to $258.6100. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, Morningstar or a shareholder of Morningstar full information regarding the number of shares and prices at which the transaction was effected.
5. The transaction was executed in multiple trades at prices ranging from $258.6500 to $258.9700. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, Morningstar or a shareholder of Morningstar full information regarding the number of shares and prices at which the transaction was effected.
6. The transaction was executed in multiple trades at prices ranging from $258.3250 to $259.2900. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, Morningstar or a shareholder of Morningstar full information regarding the number of shares and prices at which the transaction was effected.
7. The transaction was executed in multiple trades at prices ranging from $259.3400 to $260.3200. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, Morningstar or a shareholder of Morningstar full information regarding the number of shares and prices at which the transaction was effected.
8. The transaction was executed in multiple trades at prices ranging from $260.3450 to $261.0350. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, Morningstar or a shareholder of Morningstar full information regarding the number of shares and prices at which the transaction was effected.
9. The shares are held in grantor retained annuity trusts for the benefit of the reporting person and his children. The reporting person serves as trustee of the grantor retained annuity trusts.
10. The shares are held in trusts for the benefit of the reporting person's children. The reporting person's spouse is trustee of the trusts.
Remarks:
/s/ Kathleen Peacock, by power of attorney 08/19/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did Joseph D. Mansueto disclose on the Form 4 for MORN?

The Form 4 reports multiple sales of Common Stock on 08/15/2025, 08/18/2025 and 08/19/2025 totaling 21,750 shares, executed under a Rule 10b5-1 plan.

How many Morningstar (MORN) shares does the reporting person own after these transactions?

The filing shows 9,340,231 shares directly beneficially owned and 5,336,106 shares indirectly held in grantor retained annuity trusts, plus 150,000 shares in trusts for his children.

Were the August 2025 sales part of a predetermined trading plan?

Yes. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 15, 2024.

At what prices were the MORN shares sold?

The filing reports weighted-average prices for grouped trades with execution price ranges for each sale, approximately between $257.63 and $261.035.

Who signed the Form 4 for the reporting person?

The Form 4 was signed by Kathleen Peacock, by power of attorney on 08/19/2025.